NEITHER
THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE UPON CONVERSION HEREOF OR UPON EXCHANGE HEREUNDER (COLLECTIVELY, THE “SECURITIES”)
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT,
AND APPLICABLE STATE SECURITIES LAWS; OR (II) AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT.


 


CONVERTIBLE
TERM PROMISSORY NOTE


 


	Issuance
    Date: December 22, 2016 	$75,000
    (USD)


 


For
Value Received, Cachet Financial Solutions, Inc.,
a corporation incorporated under the laws of the State of Delaware and located at 18671 Lake Drive East, Chanhassen, MN 55317
(the ”Company”), hereby promises to pay to the order of Jon D and Linda W Gruber Trust or its successors
or assigns (as applicable, the “Holder”), the principal amount of $75,000 (USD), on or prior to March 22, 2017
(the ”Maturity Date”), in accordance with the terms hereof. This Convertible Term Promissory Note is hereinafter
referred to as the ”Note.”


 


1.
Interest and Paymentsa


 


1.1
Interest. The principal amount of this Note shall bear interest at eight percent (8%) per annum.


 


1.2
Term and Payment. The principal amount and interest on of this Note shall be due and payable at the close of business on
the Maturity Date. This Note Maturity Date may be extended to May 31, 2017.


 


1.3
Prepayment. The Company may not prepay this Note without the consent of Holder.


 


1.4
Unsecured. This Note shall not be secured by any collateral and is unsecured in all respects.


 


2.
Conversion Right


 


Holder
will have the right, at its sole option and discretion, to convert principal and interest under this Note as specified in paragraph
2.1 below.


 


2.1
Conversion Before an Event of Default. Following the execution by the Company of an offering that result in the Company’s
common stock being listed on any exchange operated by the Nasdaq Stock Market LLC (an “Uplist Transaction”),
Holder shall have the right at its election to convert the principal amount of this Note, together with accrued but unpaid interest
thereon, into shares of common stock of the Company (the “Conversion Shares”), at a conversion rate equal to
(i) $7.00 per share or (ii) if an Uplist Transaction has been completed, the lower of (A) $7.00 per share and (ii) 80% of the
Company’s per share price in the Uplist Transaction (which for the avoidance of doubt, shall not be adjusted for stock splits,
reverse stock splits and recapitalizations) (the “Conversion Price”).


 


2.2
Manner of Conversion. Upon any exercise by the Holder of the foregoing conversion rights, the conversion of principal under
this Note shall be effected in the following manner:


 


(a)
The Company shall, within 20 business days of the date of the conversion (which shall be deemed effective as of the date on which
the conversion notice was received at the address set forth above, deliver to the Holder one or more certificates representing
the Conversion Securities in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no fractional
shares shall be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities
laws. Upon any such conversion, the number of Conversion Securities issuable shall be rounded to the nearest whole number (with
even halves rounded up).


 




    	 



    	 		 



    

 


(b)
The issuance of certificates for Conversion Securities upon a conversion shall be made without charge to the Holder in respect
thereof or other cost incurred by the Company.


 


(c)
All Conversion Securities issued upon a conversion hereunder shall, when so issued, be duly authorized and validly issued, fully
paid and non-assessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary
to ensure that all such Conversion Securities may be so issued without violation of any applicable law or governmental regulation
or any requirements of any domestic securities exchange upon which such securities are quoted.


 


(d)       If
the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the conversion price in effect
immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon conversion will be
proportionately increased. If the Company at any time on or after the date hereof combines (by combination, reverse stock split
or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of shares, the conversion price
in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become
effective at the close of business on the date the subdivision or combination becomes effective.


 


(e)       If,
at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another person, (ii) the Company, directly or indirectly, effects any
sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or
a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the
Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their
shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock,
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making
or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or
other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this
Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or
acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a
result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible
immediately prior to such Fundamental Transaction.


 


3.
Transfer, Exchange and Replacement


 


3.1
Transfer or Exchange. This Note has not been and is not being registered under the provisions of the Securities Act or
any state securities laws and this Note may not be transferred prior to the end of the holding period applicable to sales under
Rule 144 unless in accordance with applicable law and unless: (1) the transferee is an “accredited investor” (as defined
in Regulation D under the Securities Act) and (2) the Holder shall have delivered (at Holder’s expense) to the Company an
opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold
or transferred without registration under the Securities Act. Upon surrender of any Note for registration of transfer or for exchange
to the Company at its principal office, the Company at its sole expense will execute and deliver in exchange therefor a new Note
or Notes, as the case may be, as requested by the Holder or transferee, which aggregate principal amount is equal the unpaid principal
amount of such Note, registered as such Holder or transferee may request; provided, however, that this Note may not be transferred
by Holder to any Person other than Holder’s affiliates without the prior written consent of the Company. The Company shall
be entitled to regard the registered Holder of this Note as the Holder of the Note so registered for all purposes until the Company
or its agent, as applicable, is required to record a transfer of this Note on its register.


 




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3.2
Replacement. Upon notice to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of
loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to
the Company and, in the case of mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver
a new Note of like tenor and date and in substantially the same form as this Note; provided, however, the Company shall not be
obligated to re-issue a Note if the Holder contemporaneously requests the Company to convert such remaining principal amount and
interest into Common Stock.


 


4.
Defaults and Remedies


 


The
occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of
Default” hereunder which shall be deemed to be continuing until waived in writing by Holder or until cured by the Company:


 


(a)
the Company shall fail to pay principal on the Maturity Date or extend it to May 31, 2017;


 


(b)
a case or proceeding shall have been commenced involuntarily against the Company in a court having competent jurisdiction seeking
a decree or order under the United States Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other
similar law, and seeking either (A) the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or
similar official) for such person or of any substantial part of its properties, or (B) the reorganization or winding up or liquidation
of the affairs of any such person, and such case or proceeding shall remain undismissed or unstayed for 60 consecutive days or
such court shall enter a decree or order granting the relief sought in such case or proceeding; or


 


(c)
the Company shall (A) commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order
for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator
(or similar official) for it or any substantial part of its properties, or (B) make a general assignment for the benefit of creditors.


 


If
any Event of Default shall have occurred and be continuing, then Holder may, upon written notice to the Company, take any one
or more of the following actions: (i) declare all or any portion of the principal amount of this Note to be forthwith due and
payable, whereupon such principal shall become and be due and payable; or (ii) exercise any rights and remedies provided by law.


 


5.
Amendment and Waiver


 


The
provisions of this Note may not be modified, amended or waived, and the Company may not take any action herein prohibited, or
omit to perform any act herein required to be performed by it, without the written consent of the Holder.


 


6.
Cancellation


 


After
all principal owed on this Note has been paid in full or converted pursuant to Section 2, this Note shall automatically be deemed
canceled, and upon the Company’s request the Holder shall surrender this Note to the Company.


 


7.
Company’s Waiver of Notice


 


To
the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this Note.


 


8.
Governing Law


 


This
Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Note shall be governed by, the laws of the State of Minnesota, without giving effect to provisions thereof
regarding conflict of laws.


 


9.       Waiver
of Rights


 


No
failure or delay on the part of this Note in the exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege.


 


[Signature
on next page]


 




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In
Witness Whereof, the Company has caused this
Note to be executed as of the date first indicated above.


 


	 	CACHET FINANCIAL SOLUTIONS INC.
	 	 
	 	By: 	/s/
Bryan Meie 
			
	 	Name:	 Bryan
    Meier
	 	Title:	CFO


 


[Signature
Page to Convertible Promissory Note]


 




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NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. BY ACQUIRING THIS WARRANT, HOLDER REPRESENTS THAT HOLDER
WILL NOT SELL OR OTHERWISE DISPOSE OF THIS WARRANT OR THE SECURITIES FOR WHICH IT MAY BE EXERCISED WITHOUT REGISTRATION OR COMPLIANCE
WITH AN EXEMPTION FROM REGISTRATION UNDER THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.


 


WARRANT
TO PURCHASE COMMON STOCK


 


Number
of Shares of Common Stock: 3,379


Date
of Issuance: December 22, 2016 (“Issuance Date”)


 


This
Certifies That, for value received, Jon D &
Linda W Gruber Trust (including any permitted and registered assigns, the ”Holder”), is entitled
to purchase from Cachet Financial Solutions, Inc., a Delaware corporation (the ”Company”), up to 3,379
shares of Common Stock (the “Warrant Shares”) at the Exercise Price then in effect. This Warrant to Purchase
Common Stock (this “Warrant”) is issued by the Company pursuant to that certain Securities Purchase Agreement
executed on the Issuance Date by and among the Company, Holder and other parties thereto, if any (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean the
lower of (i) $5.55 per share and (ii) 80% of the Company’s per share price in the next underwritten public offering (which
for the avoidance of doubt, shall not be adjusted for stock splits, reverse stock splits and recapitalizations occurring before
the next public offering), subject to adjustment as provided herein, and the term ”Exercise Period” shall
mean the period commencing on the Issuance Date and ending on 5:00 p.m. New York time on the five-year anniversary thereof.


 


1.       EXERCISE
OF WARRANT.


 


(a)       Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole
or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not
be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice
with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance
of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the third Trading Day (the
“Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice,
and upon receipt by the Company of (i) payment to the Company of an amount equal to the applicable Exercise Price multiplied by
the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price” and
together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately
available funds or (ii) notification from the Holder that this Warrant is being exercised pursuant to a Cashless Exercise, as
defined below, the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified
in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee,
for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise
Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such
Warrant Shares. If this Warrant is submitted in connection with any exercise pursuant to Section 1(c) and the number of Warrant
Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an
exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and
at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant
Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which
this Warrant is exercised.


 




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(b)       No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market
value of a Warrant Share by such fraction.


 


(c)       Cashless
Exercise. The Holder may, in its sole discretion, at any time prior to the effective date of a registration statement filed
by the Company or any Subsidiary under the Securities Act covering the Warrant Shares, exercise this Warrant in whole or in part
and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the
Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common
Stock determined according to the following formula (a “Cashless Exercise”):


 


Net
Number = (A x B) - (A x C)


B


 


For
purposes of the foregoing formula:


 


		A
                             =	the
                                         total number of shares with respect to which this Warrant is then being exercised.



 


		B
                             =	the
                                         Weighted Average Price of the shares of Common Stock for the five consecutive Trading
                                         Days ending on the date immediately preceding the date of the Exercise Notice.



 


		C
                             =	the
                                         Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.



 




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(d)       Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set
forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting
as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial
Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be
issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company
(including without limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding
sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is
in compliance with Section 13(d) of the Securites Exchange Act of 1934, as amended, and the Holder is solely responsible for any
schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies,
the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any
affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in
each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination.


 


For
purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the
Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the
Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the
Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the
Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds
9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such
increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply
to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 




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2.       ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)       Subdivision
or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant
Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse
stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will
be proportionately decreased. Any adjustment under this Section shall become effective at the close of business on the date the
subdivision or combination becomes effective.


 


(b)       Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in
each such case:


 


(i)       any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing
Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such
record date; and


 


(ii)       the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common
stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of
Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable
into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution
had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the
product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the
terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of
this clause (ii).


 




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3.       FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or
into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),
(ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii)
any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is
completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other
securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects
any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of
Common Stock covered by Section 2(a) above) (in any such case, a “Fundamental Transaction”), then, upon any
subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor
Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or
as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on
exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions,
any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.


 


4.       NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common
Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented
by this Warrant (without regard to any limitations on exercise).


 




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5.       WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not
entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.


 


6.       REISSUANCE.


 


(a)       Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to
indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)       Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 


7.       TRANSFER.


 


(a)       Notice
of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any
Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon
receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer
may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as
practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by
the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for
such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory
to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state
securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached
hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required
solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)       If
the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to
this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will
limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c)       Any
transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant
under Sections 4.1 and 4.3 (subject, however, to the limitations set forth in Section 4.2), 4.4 and 4.5 of the Purchase Agreement
(registration rights, expenses, and indemnity).


 




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8.       NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice
(i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment
and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata
to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder.


 


9.       AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder. In addition, the restrictions set forth in Section
1(d) can be waived, as to a particular original purchaser of Common Stock and its affiliates, pursuant to a writing signed and
delivered by the Company and such original Purchaser prior to the execution and delivery of this Warrant.


 


10.       GOVERNING
LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance
with, the internal laws of the State of Minnesota, without giving effect to the conflicts-of-law principles thereof.


 


11.       DISPUTE
RESOLUTION. A dispute as to the determination of the Exercise Price, the Closing Sale Price, or the arithmetic calculation
of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations
via facsimile (a) within two Business Days after receipt of the applicable notice giving rise to such dispute to the Company or
the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances
giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise
Price, Closing Sale Price or the Warrant Shares within three Business Days of such disputed determination or arithmetic calculation
being submitted to the Company or the Holder, as the case may be, then the Company shall, within two Business Days thereafter
submit via facsimile (x) the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment
bank selected by the Company and approved by the Holder or (y) the disputed arithmetic calculation of the Warrant Shares to the
Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant,
as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later
than ten Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent manifest error.


 




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12.       ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


13.       CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)       “Bloomberg”
means Bloomberg Financial Markets.


 


(b)       “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal
Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg,
or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security
as reported by Bloomberg, or (iii) if no last trade price is reported for such security by Bloomberg, the average of the bid and
ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall
be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c)       “Common
Stock” means the Company common stock, par value $0.0001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


(d)       “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time
Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(e)       “Principal
Market” means the primary national securities exchange on which the Common Stock is then traded.


 


(f)       “Trading
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the
Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on
any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


*
* * * * * *


 




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In
Witness Whereof, the Company has caused this
Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set forth above.


 


	 	CACHET FINANCIAL SOLUTIONS, INC.
	 	 
	 	/s/ Bryan Meier
	 	Bryan Meier
	 	Executive Vice President & Chief Financial
    Officer


 






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EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Warrant to Purchase Common Stock)


 


The
Undersigned holder hereby exercises the right
to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Cachet Financial Solutions, Inc.,
a Delaware corporation (the “Company”), evidenced by the attached copy of the Warrant to Purchase Common Stock (the ”Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


	1.	Form of
    Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):


 


	 	[  ]	a cash exercise with respect to _________________
    Warrant Shares; and/or
	 	 	 
	 	[  ]	a “Cashless Exercise” with respect
    to _______________ Warrant Shares.


 


	2.	Payment
    of Exercise Price. In the event that the holder has elected a cash exercise with respect to some or all of the Warrant
    Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________
    to the Company in accordance with the terms of the Warrant.


 


	3.	Delivery
    of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms
    of the Warrant.


 


	Date: 	 	 


 


	 	 
	 	(Print Name of Registered Holder)



 


	 	By: 	 
	 	Name: 	 
	 	Title: 	 



 






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EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


For
Value Received, the undersigned hereby sells,
assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of Cachet Financial
Solutions, Inc., to which the within Warrant to Purchase Common Stock relates and appoints ____________________, as attorney-in-fact,
to transfer said right on the books of Cachet Financial Solutions, Inc. with full power of substitution and re-substitution in
the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of
the within Warrant.


 


Dated:
__________________


 


	 	 
	 	(Signature) *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social Security or Tax Identification No.)


 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Warrant to Purchase Common
Stock in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.


 








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